The merger, which is currently expected to close in the first quarter of 2013, is subject to the adoption of the Merger Agreement by an affirmative vote of (i) stockholders holding at least a majority of the outstanding shares of Company common stock and (ii) stockholders holdings at least a majority of the outstanding shares of the Company's common stock other than shares owned by Parent, Merger Sub, the Rollover Holders or any of their respective affiliates at a special meeting of the Company's stockholders which will be convened to consider the adoption of the Merger Agreement, as well as certain other customary closing conditions. The merger agreement may be terminated under certain circumstances, including, among others, termination by mutual agreement of the parties or by either party if the merger is not consummated on or before November 26, 2013. In addition, the Company (acting upon the recommendation of the Special Committee) may terminate the Merger Agreement at any time for any reason on or prior to January 25, 2013 as set forth in the Merger Agreement. Mr. Xianfu Zhu and the other Rollover Holders have agreed under a voting agreement to vote all of the shares of Company common stock owned by them (which, as of the date of the Merger Agreement, comprises an aggregate of approximately 26% of the outstanding shares of the Company's common stock) in favor of the adoption of the Merger Agreement. If completed, the merger will, under Delaware law, result in the Company becoming a privately-held company, wholly-owned by Parent. Following the merger, the Company's common stock will no longer be listed on the NASDAQ Global Select Market.Akin Gump Strauss Hauer & Feld LLP is serving as United States legal advisor to the Special Committee and O'Melveny & Myers LLP is serving as United States legal advisor to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is serving as United States legal advisor to the buyer group. Credit Suisse is serving as financial advisor to the buyer group.
Zhongpin Inc. Enters Into Merger Agreement For "Going Private" Transaction
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